1ST SOURCE CORP
10-Q, 1999-05-13
STATE COMMERCIAL BANKS
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                          FORM 10-Q
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549


     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended         MARCH 31, 1999

                             OR
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

           For the transition period from     to
           Commission file number 0-5907

                        1st SOURCE CORPORATION

(Exact name of  registrant as specified in its charter)

          INDIANA                            35-1068133

(State of other jurisdiction of            (I.R.S. Employer
incorporation or organization)             Identification No.)

100 North Michigan Street       South Bend, Indiana     46601

(Address of principal executive offices)               (Zip Code)

                          (219) 235-2702

    (Registrant's telephone number, including area code)


                                Not Applicable

(Former name, former address and former fiscal year, if changed since
last report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

              Yes      X       No

Number of shares of common stock outstanding as of March 31, 1999 -
18,949,507 shares.

                 PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements
                                                                         Page

            Consolidated statements of financial condition --              3
            March 31, 1999, and December 31, 1998

            Consolidated statements of income --                           4
            three months ended March 31, 1999 and 1998

            Consolidated statements of cash flows --                       5
            three months ended March 31, 1999 and 1998

            Notes to the Consolidated Financial Statements                 6


<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
1st Source Corporation and Subsidiaries
(Dollars in thousands)

                                                      March 31,  December 31,
                                                          1999          1998
<S>                                              <C>            <C>     
ASSETS
Cash and due from banks                            $   102,401    $  132,514
Federal funds sold and                                  
  interest bearing deposits with other banks             2,935        41,951
Investment securities:
 Securities available-for-sale, at fair value
    (amortized cost of $415,181 and $440,147
    at March 31, 1999 and December 31, 1998)           416,468       443,691
 Securities held-to-maturity, at amortized cost
    (fair value of $93,939 and $99,734 at
    March 31, 1999 and December 31, 1998)               91,519        96,008

Total Investment Securities                            507,987       539,699

Loans - net of unearned discount                     1,915,952     1,881,696
 Reserve for loan losses                               (42,080)      (40,929)

Net Loans                                            1,873,872     1,840,767

Operating leases, net of accumulated depreciation       57,717        54,170
Premises and equipment, net of
  accumulated depreciation                              31,373        31,227
Other assets                                            94,034        91,693

Total Assets                                       $ 2,670,319    $2,732,021

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
 Noninterest bearing                               $   282,621    $  294,810
 Interest bearing                                    1,810,029     1,882,297

Total Deposits                                       2,092,650     2,177,107

Federal funds purchased and securities
 sold under agreements to repurchase                   217,846       159,478
Other short-term borrowings                             37,641        82,681
Other liabilities                                       41,880        38,957
Long-term debt                                          13,107        13,189

Total Liabilities                                    2,403,124     2,471,412

Guaranteed preferred beneficial interests
 in the Company's subordinated debentures               44,750        44,750

Shareholders' equity:
 Common stock-no par value                               6,883         6,270
 Capital surplus                                       179,905       121,456
 Retained earnings                                      45,000        97,863
 Less cost of common stock in treasury                 (11,609)      (12,723)
 Net unrealized appreciation of
    securities available-for-sale                        2,266         2,993

Total Shareholders' Equity                             222,445       215,859

Total Liabilities and Shareholders' Equity         $ 2,670,319    $2,732,021


The accompanying notes are a part of the consolidated financial statements.
</TABLE>


<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
1st Source Corporation and Subsidiaries
(Dollars in thousands, except per share amounts)
                                                     Three Months Ended March 31
                                                            1999         1998
<S>                                                   <C>           <C>   
Interest Income:
 Loans, including fees                                  $   40,986    $  41,772
 Investment securities:
    Taxable                                                  4,917        4,046
    Tax-exempt                                               1,912        1,997
    Other                                                       83           77

Total Interest Income                                       47,898       47,892

Interest Expense:
 Deposits                                                   20,674       19,984
 Short-term borrowings                                       3,418        4,432
 Long-term debt                                                227          232

Total Interest Expense                                      24,319       24,648

Net Interest Income                                         23,579       23,244
Provision for Loan Losses                                    1,293        2,401

Net Interest Income After
 Provision for Loan Losses                                  22,286       20,843

Noninterest Income:
 Trust fees                                                  2,266        2,066
 Service charges on deposit accounts                         1,540        1,406
 Loan servicing and sale income                              4,543        2,520
 Equipment rental income                                     3,413        2,347
 Other income                                                2,526        2,445
 Investment securities and other investment (losses)          (102)        (122)

Total Noninterest Income                                    14,186       10,662

Noninterest Expense:
 Salaries and employee benefits                             12,972       11,687
 Net occupancy expense                                       1,258        1,218
 Furniture and equipment expense                             2,011        1,642
 Depreciation - leased equipment                             2,980        1,820
 Business development and marketing expense                    731          587
 Other expense                                               3,648        2,900

Total Noninterest Expense                                   23,600       19,854

Income Before Income Taxes and
 Subsidiary Trust Distributions                             12,872       11,651
Income taxes                                                 4,438        3,926
Distribution on preferred securities of
 subsidiary trusts, net of income tax benefit                  554          565

Net Income                                              $    7,880      $ 7,160

Other Comprehensive Income, Net of Tax:
 Change in unrealized appreciation (depreciation)
  available-for-sale securities                               (727)         395

Total Comprehensive Income                              $    7,153    $   7,555

Per Common Share: <F1> 
 Basic Net Income Per Common Share                      $     0.42    $    0.38
 Diluted Net Income Per Common Share                    $     0.41    $    0.36
 Dividends                                              $    0.073    $   0.066
Basic Weighted Average Common Shares Outstanding        18,913,234   19,080,036
Diluted Weighted Average Common Shares Outstanding      19,241,047   19,482,288

<FN>
<F1> The computation of per share data gives retroactive recognition to a
    10% stock dividend declared on January 24, 1999.
</FN>
The accompanying notes are a part of the consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
1st Source Corporation and Subsidiaries
(Dollars in thousands)
                                                      Three Months Ended March 31
                                                             1999          1998
<S>                                                   <C>             <C>                    
Operating Activities:
 Net income                                             $   7,880       $ 7,160
 Adjustments to reconcile net income to net cash
    provided by operating activities:
    Provision for loan losses                               1,293         2,401
    Depreciation of premises and equipment                  3,944         2,730
    Amortization of investment security premiums
      and accretion of discounts, net                         452           219
    Deferred income taxes                                  (1,520)          269
    Realized investment securities losses                      77           122
    Realized (gains) on securitized loans                     (31)           (8)
    Increase in interest receivable                          (636)         (909)
    Increase in interest payable                            1,275         2,171
    Other                                                   6,532         1,239

Net Cash Provided by Operating Activities                  19,266        15,394


Investing Activities:
 Proceeds from sales and maturities
    of investment securities                               92,520        38,516
 Purchases of investment securities                       (62,593)      (48,299)
 Net decrease in short-term investments                    39,016        10,885
 Loans sold or participated to others                      80,693        33,679
 Net increase in loans made to customers
    and principal collections on loans                   (115,055)     (141,500)
 Net increase in leased assets                             (2,309)       (4,776)
 Purchases of premises and equipment                         (905)         (604)
 Increase in servicing assets                              (2,841)       (2,417)
 Other                                                     (3,185)       (2,116)

Net Cash Used in Investing Activities                      25,341      (116,632)


Financing Activities:
 Net decrease in demand deposits, NOW
    accounts and savings accounts                        (134,118)      (20,016)
 Net increase in certificates of deposit                   49,661        59,812
 Net increase in short-term borrowings                     13,328        49,780
 Payments on long-term debt                                   (82)       (3,997)
 Acquisition of treasury stock                             (2,115)         (340)
 Cash dividends                                            (1,394)       (1,262)
 Other                                                         --            12

Net Cash Provided by Financing Activities                 (74,720)       83,989

Decrease in Cash and Cash Equivalents                     (30,113)      (17,249)

Cash and Cash Equivalents, Beginning of Year              132,514        90,864

Cash and Cash Equivalents, End of Period                $ 102,401      $ 73,615




The accompanying notes are a part of the consolidated financial statements.
</TABLE>

Notes to the Consolidated Financial Statements

 1.   The unaudited consolidated condensed financial statements have been
      prepared in accordance with the instructions for Form 10-Q and
      therefore do not include all information and footnotes necessary
      for a fair presentation of financial position, results of
      operations and cash flows in conformity with generally accepted
      accounting principles.  The information furnished herein reflects
      all adjustments (all of which are normal and recurring in nature)
      which are, in the opinion of management, necessary for a fair
      presentation of the results for the interim periods for which this
      report is submitted.  The 1998 1st Source Corporation Annual Report
      on Form 10-K should be read in conjunction with these statements.

  2.  In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
      Instruments and Hedging Activities."  SFAS No. 133 is effective for 
      all fiscal quarters of all fiscal years beginning after June 15, 1999
      (January 1, 2000 for 1st Source).  SFAS No. 133 requires that all
      derivative instruments be recorded on the balance sheet at their fair
      value.  Changes in the fair value of derivatives are recorded each 
      period in current earnings or other comprehensive income, depending on 
      the intended use of the derivative and its resulting designation.
      1st Source anticipates that due to its limited use of derivative
      instruments, the adoption of SFAS No. 133 will not have a significant
      effect on 1st Source's results of operations or its financial position.


PART I.

ITEM 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations


    This discussion and analysis should be read in conjunction with the
Company's consolidated condensed financial statements and the financial
and statistical data appearing elsewhere in this report and the 1998
1st Source Corporation Annual Report on Form 10-K. 

   Except for historical information contained herein, the matters discussed
in this document, and other information contained in the Company's SEC
filings, may express "forward-looking statements."  Those "forward-looking
statements" may involve risk and uncertainties, including statements
concerning future events or performance and assumptions and other
statements concerning future events or performance and assumptions and other
statements that are other than statements of historical facts.  The Company
wishes to caution readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made.  Readers are advised that
various factors--including, but not limited to, changes in laws, regulations
or generally accepted accounting principles; the Company's competitive
position within the markets served; increasing consolidation within the
banking industry; certain customers and vendors of critical systems or
services failing to comply with Year 2000 programming issues; unforeseen
changes in interest rates; any unforeseen downturns in the local, regional
or national economies--could cause the Company's actual results or
circumstances for future periods to differ materially from those anticipated
or projected.

   1st Source does not undertake, and specifically disclaims any obligation,
to publicly release the result of any revisions that may be made to any
forward-looking statements to reflect the occurrence of unanticipated events
or circumstances after the date of such statements.


              COMPARISON OF THREE-MONTH PERIODS
                ENDED MARCH 31, 1999 AND 1998

    Net income for the three-month period ended March 31, 1999, was
$7,880,000 compared to $7,160,000 for the equivalent period in 1998.  The
primary reasons for the increase were an increase in net interest income,
a strong increase in noninterest income and a decrease in the provision
for loan losses.  This was offset by an increase in noninterest expense.

    Diluted net income per common share increased to $0.41 for the three-
month period ended March 31, 1999, from $.36 in 1998.  Return on average
common shareholders' equity was 14.59% for the three months ended March
31, 1999, compared to 14.64% in 1998.  The return on total average assets
was 1.21% for the three months ended March 31, 1999, compared to 1.19% in
1998.


NET INTEREST INCOME

    The taxable equivalent net interest income for the three-month period
ended March 31, 1999, was $24,482,000, an increase of 1.36% over the same
period in 1998, resulting in a net yield of 4.14% compared to 4.33% in
1998.

    Total average earning assets increased 5.95% for the three-month
period ended March 31, 1999, compared to the period ended March 31, 1998.
Total average investment securities increased by 20.06% from one year ago
primarily due to an increase of investments in U.S. Government Securities.
An increase in average loans of 2.63%, compared to March 31, 1998, was
achieved despite loan securitizations of $346 million of auto fleet and
aircraft loans during 1998.  The taxable equivalent yields on total average
earning assets were 8.26% and 8.75% for the periods ended March 31, 1999, and
1998 respectively.

    Average deposits increased 10.90% from the first quarter of 1998 to the
first quarter of 1999.  The cost rate on average interest-bearing funds
was 4.77% for the three-months ended March 31, 1999, compared to 5.17% for
the three months ended March 31, 1998.  The majority of the growth in
deposits from last year has occurred in NOW accounts.

    The following table sets forth consolidated information regarding
average balances and rates.

<TABLE>
<CAPTION>
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST RATES AND INTEREST DIFFERENTIAL
(Dollars in thousands)

                                                       Three Months Ended March 31

                                                                1999                                    1998
                                              Average        Income/     Yield/       Average        Income/         Yield/
                                              Balance        Expense      Rate        Balance        Expense          Rate
<S>                                      <C>               <C>         <C>       <C>               <C>              <C>      
ASSETS:

  Investment securities:
    Taxable                                $  348,643        $ 4,917     5.72%     $  271,221        $ 4,046          6.05%
    Tax exempt <F1>                           155,688          2,767     7.21%        148,832          2,855          7.78%
  Net loans <F2><F3>                        1,885,317         41,034     8.83%      1,837,020         41,823          9.23%
  Other investments                             7,614             83     4.42%          5,462             77          5.72%

Total Earning Assets                        2,397,262         48,801     8.26%      2,262,535         48,801          8.75%

  Cash and due from banks                     105,259                                  78,492
  Reserve for loan losses                     (41,202)                                (36,113)
  Other assets                                176,920                                 143,107

Total                                      $2,638,239                              $2,448,021


LIABILITIES AND SHAREHOLDERS' EQUITY:

  Interest bearing deposits                $1,796,227        $20,674     4.67%     $1,628,832        $19,984          4.98%
  Short-term borrowings                       256,405          3,418     5.41%        292,933          4,432          6.14%
  Long-term debt                               13,154            227     7.00%         13,310            232          7.06%

Total Interest Bearing
  Liabilities                               2,065,786         24,319     4.77%      1,935,075         24,648          5.17%

  Noninterest bearing deposits                268,527                                 233,018
  Other liabilities                            84,951                                  81,547
  Shareholders' equity                        218,975                                 198,381

Total                                      $2,638,239                              $2,448,021

Net Interest Income                                          $24,482                                 $24,153

Net Yield on Earning Assets on a Taxable
  Equivalent Basis                                                       4.14%                                        4.33%


<FN>
<F1>  Interest income includes the effects of taxable equivalent
      adjustments, using a 40.525% rate for 1999 and 1998.  Tax equivalent
      adjustments were $855 in 1999 and $858 in 1998.

<F2>  Loan income includes fees of $1,409 in 1999 and $1,094 in 1998. Loan
      income also includes the effects of taxable equivalent adjustments,
      using a 40.525% rate for 1999 and 1998.  The tax equivalent
      adjustments were $48 in 1999 and $51 in 1998.

<F3>  For purposes of this computation, non-accruing loans are included in
      the daily average loan amounts outstanding.
</FN>
</TABLE>

PROVISION FOR LOAN LOSSES

   The provision for loan losses for the three-month periods ended March
31, 1999, and 1998, was $1,293,000 and $2,401,000, respectively.  Year-to-date
Net Charge-Offs of $142,000 have been recorded in 1999, compared
to $151,000 of Net Charge-offs for the same period in 1998.  The reserve
for loan losses was $42,080,000 or 2.20% of net loans at March 31, 1999,
compared to $40,929,000 or 2.18% of net loans at December 31, 1998.

   Non-performing assets at March 31, 1999, were $11,426,000 compared to
$10,571,000 at December 31, 1998, an increase of 8.09%.  At March 31, 1999,
non-performing assets were .60% of net loans compared to .56% at December
31, 1998.  It is management's opinion that the reserve for loan losses is
adequate to absorb anticipated losses in the loan portfolio as of
March 31, 1999.


NONINTEREST INCOME

   Noninterest income for the three-month periods ended March 31, 1999,
and 1998 was $14,186,000 and $10,662,000, respectively, an increase of 33.05%.
Trust fees increased 9.68%, service charges on deposit accounts increased
9.53%, loan servicing and sale income increased 80.28%, equipment rental
income increased 45.42% and other income increased 3.31%.  The increase in
loan servicing and sale income is due to increased loan securitization
activity and income recognition required by SFAS No. 125.  The increase in
equipment rental income was primarily due to growth in operating leases.
Investment Security and other net losses for the three-month period ended
March 31, 1999, were $102,000 compared to net losses of $122,000 in 1998.
The net losses for both years were primarily attributed to certain
partnership and venture capital investments.


NONINTEREST EXPENSE

   Noninterest expense for the three-month period ended March 31, 1999,
was $23,600,000, an increase of 18.86% over the same period in 1998.  For
the three-month period ended March 31, 1999, salaries and employee
benefits increased 11.0%, net occupancy expense increased 3.28%, furniture
and equipment expense increased 22.47%, depreciation on leased equipment
increased 63.74%, business development and marketing expense increased
24.53%, and miscellaneous other expenses increased 25.79% over the same
period in 1998.  The primary increase in salaries and employee benefits
is attributed to an increase in commissions and referrals and a 10% increase
in our employee base compared to 1998.  The increase in furniture and
equipment expense is primarily due to software and computer charges,
equipment rental and repair expenses.  The increase in depreciation of
leased equipment is due to a significant volume increase from the prior year.
The miscellaneous other expense increase from one year ago is attributed
primarily to Year 2000 consulting expenses.

INCOME TAXES

   The provision for income taxes for the three-month period ended March
31, 1999, was $4,438,000 compared to $3,926,000 for the comparable period
in 1998.  The provision for income taxes for the three months ended
March 31, 1999, and 1998, is at a rate which management believes
approximates the effective rate for the year.


CAPITAL RESOURCES

   The banking regulators have established guidelines for leverage
capital requirements, expressed in terms of Tier 1 or core capital as a
percentage of average assets, to measure the soundness of a financial
institution.  These guidelines require all banks to maintain a minimum
leverage capital ratio of 4.00% for adequately capitalized banks and 5.00%
for well-capitalized banks.  1st Source's leverage capital ratio was 9.95%
at March 31, 1999.

   The Federal Reserve Board has established risk-based capital
guidelines for U.S. banking organizations.  The guidelines established a
conceptual framework calling for risk weights to be assigned to on and
off-balance sheet items in arriving at risk-adjusted total assets, with
the resulting ratio compared to a minimum standard to determine whether a
bank has adequate capital.  The minimum standard risk-based capital ratios
effective in 1999 are 4.00% for adequately capitalized banks and 6.00% for
well-capitalized banks for Tier 1 risk-based capital and 8.00% and 10.00%,
respectively, for total risk-based capital.  1st Source's Tier 1 risk-based
capital ratio on March 31, 1999 was 12.18% and the total risk-based
capital ratio was 13.46%.


LIQUIDITY AND INTEREST RATE SENSITIVITY

   Asset and liability management includes the management of interest
rate sensitivity and the maintenance of an adequate liquidity position.
The purpose of liquidity management is to match the sources and uses of
funds to anticipated customers' deposits and withdrawals, to anticipate
borrowing requirements and to provide for the cash flow needs of 1st
Source.  The purpose of interest rate sensitivity management is to
stabilize net interest income during periods of changing interest rates.

   Close attention is given to various interest sensitivity gaps and
interest spreads.  Maturities of rate sensitive assets are carefully
maintained relative to the maturities of rate sensitive liabilities and
interest rate forecasts.  At March 31, 1999, the consolidated statement of
financial condition was rate sensitive by $49,741,000 more liabilities than
assets scheduled to reprice within one year or 96.38%.  Management adjusts
the composition of its assets and liabilities to manage the interest rate
sensitivity gap based upon its expectations of interest rate fluctuations.

   1st Source has entered into two off-balance sheet interest rate swaps
as part of its interest rate risk management strategy.  The swaps are
being used to hedge against the Company's prime floating rate loans.  The
notional amount of the first swap as of March 31, 1999, is $9.1 million.
It has a maturity date of January, 2002, and has a current fair value of
$21,223.  The second swap has a notional amount of $9.1 million as of
March 31, 1999.  It has a maturity date of March, 2001, and has a current
fair value of $25,532.

   The Company pays a variable interest rate (one-month LIBOR) on each
swap and receives a fixed rate.  The interest rate swaps are the most
efficient means of protecting the bank's net interest rate margin in a
declining interest rate environment.  Conversely, if interest rates
increase, the increased contribution to net interest income from on-balance
sheet assets will substantially offset any negative impact on net
interest income from these swap transactions.


YEAR 2000

   The Y2K issue is the result of potential problems with computer systems 
or any equipment with computer chips that store the year portion of the
date as just two digits (e.g., 98 for 1998).  Systems using this two-digit
approach may not be able to determine whether "00" represents the Year 2000
or 1900.  The problem, if not corrected, may make those systems fail
altogether or, even worse, allow them to generate incorrect calculations
causing a disruption of normal operations.

   In 1997, a comprehensive project plan to address the Y2K issue as it
relates to 1st Source's operations was developed, approved by the Board of
Directors and implemented.  The scope of the plan has five phases comprising
Awareness, Assessment, Renovation, Validation and Implementation as defined
by federal banking regulatory agencies.  Two project teams were assigned.
The first consisted of key members of the technology staff, representatives
of functional business units and senior management.  The second primarily
consisted of lenders and credit personnel.  The first team assessed our
systems and equipment and vendors to ascertain their readiness and to develop
the overall plan to bring our systems into compliance.  The second team
assessed the readiness of our customers and determined what risk, if any, our
key customers pose to the bank with regards to their Y2K readiness.
Additionally, the duties of the Senior Vice President of Operations were
realigned to allow him to serve as the Year 2000 Project Manager.

   The scope of the project also includes other operational and environmental
systems since they may be impacted if embedded computer chips control the
functionality of those systems.  From the assessment, 1st Source has
identified and prioritized those systems deemed to be mission critical or
those that have a significant impact on normal operations.

   1st Source relies on third-party vendors and service providers for much of
its data processing capabilities and to maintain its computer systems.
Formal communications with these providers and other external counterparties
were initiated in 1997 to assess the Y2K readiness of their products and
services.  Their progress in meeting their targeted schedules is being
monitored continually for any indication that they may not be able to address
the problems in time.  Thus far, responses indicate that all of the
significant providers currently have compliant versions available or are well
into the renovation and testing phases. However, 1st Source can give no
guarantee that the systems of these service providers and vendors on which
1st Source's systems rely will be timely renovated.

   Additionally, 1st Source has implemented a plan to manage the potential
risk posed by the impact of the Y2K issue on its major borrowing customers.
Formal communications have been initiated from normal loan operations, and
the assessment was substantially complete on December 31, 1998.  Loan losses
attributed to the Y2K issue are not anticipated to be material to 1st Source.
However, there can be no guarantee that any loss incurred will be immaterial.

   1st Source's total cost for the Y2K project is estimated to be between
$2,000,000 and $2,200,000. The total amount expended on the project through
March 31, 1999, was $1,110,000 of which approximately $1,040,000 related to
the cost to repair or replace software.  Approximately $59,000 was related
to the cost of replacing equipment and approximately $11,000 was related to
miscellaneous items such as training for employees and communications with
customers.

   Funds have been provided from our normal operating budget and costs are
expensed as they are incurred.  The total cost to 1st Source of these
Year 2000 readiness activities has not been, and is not anticipated to be,
material to its financial position or results of operations in any given
year.

   The project team feels that 1st Source's Y2K readiness project is on
schedule.  The following table provides a summary of the current status of
the five phases involved and a projected timetable for completion.


                 TARGET DATES FOR MISSION CRITICAL SYSTEMS

PROJECT PHASE                  % COMPLETED           ESTIMATED COMPLETION

Awareness                            100%                          --
Assessment                           100%                          --
Renovation                           100%                          --
Validation                           100%                          --
Implementation                        94%               June 30, 1999
                                    
                                   
   Much of the work done within this project is an acceleration of work that
would have been done in the normal course of business.
                                    
   The costs and timetable in which 1st Source plans to complete the
Year 2000 readiness activities are based on management's best estimates,
which were derived using numerous assumptions of future events including the
continued availability of certain resources, third-party plans and other
factors.  1st Source can make no guarantee that these estimates will be
achieved and actual results could differ from such plans.
                                    
   Based upon current information related to the progress of its major
vendors and service providers, management has determined that the Y2K issue
will not pose significant operational problems for its computer systems.
This determination is based on the ability of those vendors and service
providers to renovate, in a timely manner, the products and services on
which 1st Source's systems rely.  However, 1st Source can give no guarantee
that the systems of these suppliers will be renovated in a timely manner.
                                    
   Realizing that some disruption may occur despite its best efforts, 1st
Source is in the process of developing contingency plans for each critical
system in the event that one or more of those systems fail.  While this is
an ongoing process, 1st Source expects to have the plans substantially
documented by June 30, 1999.

    1st Source cautions that this Y2K disclosure includes certain 
"forward-looking statements."  The reader should refer to the "forward-looking
statements" disclosure at the beginning of Part I, Item 2 for further
discussion.


                 PART II.  OTHER INFORMATION

ITEM 1.   Legal Proceedings.

          None

ITEM 2.   Changes in Securities.

          None

ITEM 3.   Defaults Upon Senior Securities.

          None

ITEM 4.   Submission of Matters to a Vote of Security Holders.

          None

ITEM 5.   Other Information.

          None

ITEM 6.   Exhibits and Reports on Form 8-K.

          None

                        SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                            1st Source Corporation




DATE        5/13/99           /s/ Christopher J. Murphy III
                                       (Signature)
                                 Christopher J. Murphy III
                           Chairman of the Board, President and CEO


DATE        5/13/99              /s/ Larry E. Lentych
                                      (Signature)
                            Larry E. Lentych
                            Treasurer and Chief Financial Officer


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